Energy Fuels Closes Australian Strategic Materials Deal, Adding a Korean Alloy Plant to Its Mine-to-Magnet Plan

by Maya Okafor · August 31, 2026

Deals & Listings Reporter, The SmallCap Signal

Energy Fuels said on Aug. 28 that it had completed its acquisition of Australian Strategic Materials, closing a scheme of arrangement that gives the NYSE American-listed producer its first operating rare earth alloy plant and an undeveloped critical minerals project in New South Wales.

ASM securityholders approved the deal on Aug. 12 by wide margins, according to the company: 98.23% of votes cast backed the share scheme and 99.97% the option scheme, against a threshold requiring more than 75% of votes cast and more than 50% of securityholders present and voting. Consideration was 0.053 new Energy Fuels CHESS Depositary Interests plus A$0.13 in cash for each ASM share, and A$0.50 in cash for each option. The company's indicative timetable pointed to court approval on Aug. 18, effectiveness on Aug. 19 and implementation on Aug. 28 — the sequence it has now confirmed.

What changes hands

The two assets are at opposite ends of their lives. The Korean Metals Plant at Ochang is running, with what Energy Fuels describes as 1,300 tonnes a year of existing neodymium-iron-boron alloy capacity and commercial metallisation capability for neodymium-praseodymium, with dysprosium and terbium capability still in development. The Dubbo rare earth and critical minerals project in Australia is not.

Energy Fuels said the Ochang plant is being expanded to 3,600 tonnes a year of NdFeB capacity, with commissioning targeted as early as the end of 2026, and characterised that volume as potentially enough alloy for more than one million electric vehicles a year. President and chief executive Ross Bhappu called the closing a defining moment in the company's strategy to become a fully integrated mine-to-magnet rare earth company.

The framing throughout is the company's "mine-to-magnet" thesis: owning each step from ore through separated oxides, metals and alloys, and eventually finished permanent magnets. ASM covers metals and alloys. It does not cover magnets.

The deal that actually matters

That gap is what the VAC transaction is meant to fill, and it dwarfs the one that just closed. On June 23, Energy Fuels announced a definitive agreement to acquire Vacuumschmelze GmbH from private equity firm Ara Partners for roughly $1.9 billion in equity value. The consideration is $718 million in cash and 65.853 million newly issued Energy Fuels shares, alongside the assumption of $140 million in adjusted net debt, with up to $135 million of preferred shares issuable if Energy Fuels' share price is below $20.93 at closing.

Energy Fuels said VAC produced and shipped more than one billion rare earth permanent magnets over the past decade and generated $29 million of adjusted EBITDA in 2025 — a non-GAAP measure the company labels as such — with more than 20% year-on-year order book growth anticipated for 2026. Its footprint includes a plant in Sumter, South Carolina. Closing is targeted for early 2027 and remains conditional on customary conditions including foreign investment, antitrust and other government approvals. On completion, Ara Partners would hold about 19.9% of Energy Fuels on a basic shares outstanding basis, with the right to nominate one director.

How it is being paid for

The financing stack behind that ambition is unusually varied for a company of this size, though not all of it is committed and the quarterly filing does not put a number on every piece. Energy Fuels points to a conditional loan commitment from the US Office of Strategic Capital — the filing describes it only as conditional, without stating an amount or term — and to a $250 million senior secured term loan commitment from Goldman Sachs, itself conditional and available if drawn for the VAC purchase. Separately the company is targeting A$220 million of project debt financing for its Donald project in Australia, and the filing warns in terms that this may not be obtained as targeted or at all. The same filing shows $700 million of 0.75% convertible senior notes due 2031, carried at $677.7 million, and notes that the at-the-market equity programme raised $103.4 million on 5.3 million shares during the quarter.

The operating business is not yet carrying that load. On figures as of June 30, 2026 — filed Aug. 5, and therefore predating both the ASM completion and anything the VAC deal may bring — Energy Fuels reported second-quarter revenue of $25.1 million, up from $4.2 million a year earlier, and a GAAP net loss attributable to the company of $33.4 million against $21.8 million. For the first half, revenue was $60.9 million against a $44.2 million attributable net loss. Liquidity is nonetheless substantial: $58.4 million of cash and equivalents plus $878.3 million of current marketable securities at June 30, with total assets of $1.53 billion and shareholders' equity of $792.6 million.

Dilution is the honest risk to name. Shares were issued for ASM, a further 65.853 million are earmarked for VAC, the at-the-market programme is active, and the convertible notes sit above all of it. There were 249.9 million common shares outstanding at June 30, according to the quarterly filing, so the VAC issuance alone is a meaningful increment against that base. The company is buying scale in a supply chain it does not yet earn much money from.

Not the only consolidator

The same day Energy Fuels closed, Critical Metals Corp updated the market on its own Australian scheme, the proposed acquisition of European Lithium. Critical Metals said the draft scheme booklet was lodged with the Australian Securities and Investments Commission on Aug. 26, with a first court hearing set for Sept. 15 before the Supreme Court of Western Australia, scheme meetings in mid-October and implementation expected in early November — all dates indicative and subject to change. Mike Hanson, a Critical Metals director who heads the special committee on the transaction, described the lodgement as an important step forward reflecting steady progress by both companies.

Two US-listed critical minerals developers using Australian schemes of arrangement to buy vertical integration in the same week is not a coincidence so much as a reflection of where capital is available. Neither company is funding these deals out of operating cash flow.

Backdrop

US markets were open as this article was published. Benzinga's premarket wrap, timestamped 5:37 a.m. ET Monday, showed WTI crude at $86.34 a barrel, up 3.45%, and tied a softer futures tone to flaring US-Iran tensions; the same piece cited CME Group's FedWatch tool showing a 61.9% chance of a Federal Reserve rate increase in September. In Friday's completed session the Russell 2000 closed at 2,972.37, down 1.39%, and the S&P 500 at 7,711.76, down 0.25%.

The near-term markers for Energy Fuels are the Ochang expansion commissioning it has targeted for year-end and the regulatory clearances the VAC deal still needs before its early-2027 target.